Rule 3341-1-07 | Delegation of contract and signatory authority.
(A) Policy statement purpose
The purpose of this policy is for the president to sub-delegate, to other university administrators, certain authority to bind the university as vested in the president by the board of trustees. It identifies the university employees who have been sub-delegated the authority to execute contracts and other legal documents that are binding on the university.
Ohio law vests the governance of Bowling Green state university in the board of trustees. The board of trustees has adopted by-laws which provide for the appointment of the university president who serves as the universitys executive officer. Among the powers the board has resolved to delegate to the president is the authority: to bind the university to certain contracts; to execute other legal documents or obligations; and to take certain personnel actions. This delegation excludes those contracts and actions that by law or board action are reserved to the board, which are listed in paragraph (F) of this rule. In this policy the president sub-delegates the contract making and other signatory authority to specific authorized university officials for each contract and legal document type specified.
The university shall not be bound to any contract or legal document or other obligation made by any individual acting outside the express authority stated by this policy notwithstanding any representations or misrepresentations that may be made about the individuals apparent authority. University employees or agents signing agreements or otherwise attempting to bind the university without first obtaining authority may be personally liable for that contract or legal document, may be subject to legal action, and may also be subject to university disciplinary action up to and including termination of employment.
(B) Policy scope
This policy applies to all university employees when acting on behalf of the university.
This policy does not apply to signatures or approvals required for internal university transactions and processes (e.g., time reports, purchase card (p-card) transactions, space reservations, or purchase orders, etc.)
Principal delegations of contract signatory authority are indicated in paragraph (E) of this rule. Sub-delegations of that authority may be made only where authorized by this policy. When permitted, sub-delegations may be made only through written letter to the individual.
Authority to sign a legal document or bind the university to a contract of a type specified in paragraph (E) of this rule is granted to the persons holding the applicable BGSU position identified in that paragraph.
All contracts for purchases of goods or services, including grant-funded purchases, must follow rule 3341-6-38 of the Administrative Code (Purchasing, sales, and disposal of university property and asset control) and other applicable university policies. Having signatory authority does not exempt a purchase from following university procurement policies and processes.
Questions concerning the scope and application of the policy should be directed to the office of general counsel. Specific operational questions may be directed to the employees immediate supervisor.
(C) Policy definitions
(1) A "contract" is any agreement between the university and another party or parties which is enforceable at law. A university contract will most often involve employment, the sale or purchase of goods, services or real property, or the creation of legal relationships with other entities.
(2) A "legal document" is any document requiring a signature which is not a contract, that expresses an official action of the university. Executing a legal document changes the universitys legal relationship with that person or entity.
(3) "Professional Services" or "Consulting" are services involving special training, skills or experience that the university procures from outside sources. Examples of professional services providers include architects, designers, and engineers.
The authority to sign contracts and other legal documents not retained by the board is delegated to the university president who may delegate that authority to specified university officers through this policy.
(1) Delegation to a position. The delegations of authority set forth in this policy are to the position, not to any specific individual. A person in the particular position on an acting or interim appointment assumes the same signing authority as if he or she held the position on a permanent basis. Sub-delegations of signatory authority as permitted by paragraph (E) of this rule must be in writing and maintained by the individuals making and receiving the sub-delegation with a copy to the office of general counsel.
(2) Implied representations by signing. When a person signs a contract or legal document, the signer makes the following implied representations to the university:
(a) The signer is acting within their delegated authority.
(b) The signer has performed an appropriate investigation and inquiry and is satisfied that:
(i) The obligations or promises set out in the contract or legal document conform to university policies, including, but not limited to, policies relating to purchasing and restricting business transactions with university employees and their family members and business associates.
(ii) The obligations assumed by the university in the contract or legal document are consistent with the universitys mission, including its business purposes.
(iii) There is no real or potential conflict of interest or there has been adequate disclosure and vetting of any potential conflict of interest.
(iv) The benefits to the university from the transaction are necessary, appropriate, and outweigh the potential risks to the university.
(v) The signer has consulted with appropriate personnel within the university (e.g., finance and administration, purchasing, general counsel, risk management, etc.)
(vi) The agreement does not conflict with existing university agreements.
(vii) The signer has complied with all applicable pre-contract procedures, such as competitive bidding procedures.
(3) Signing own name. Those employees delegated or sub-delegated the authority to sign contracts or legal documents must sign their own names and titles.
(4) Electronic affirmation allowed. When electronic affirmation to bind BGSU to an obligation is used, the person authorizing the obligation must memorialize the essential terms of the transaction in writing or in a secure electronic fashion approved by the chief financial officer and vice president for finance and administration. Printing out a receipt for an on-line purchase provides an adequate memorial of the transaction.
(5) Conflicts. A person with delegated authority may not sign any contract or legal document or obligate the university to an agreement in which they may have a significant personal interest preventing objective analysis or may receive a personal advantage or benefit. Contracts and legal documents in this category must first be reviewed to determine whether the conflict is manageable and for compliance with other university policy and Ohio ethics law, and if acceptable must be authorized by the person with authority at the next highest organizational level.
(6) Contracts must be in writing.
In addition to the university president, the persons holding the following positions are hereby delegated authority to sign contracts and other legal documents on behalf of Bowling Green state university. No other persons are authorized to sign contracts and other legal documents for or on behalf of the university. No sub-delegations of authority other than those listed below may be made without written approval of the president.
|Contract type||Signature authority|
|Advertising contracts||Contracts less than $50,000: Assistant Vice President for Marketing and Brand Strategy Firelands advertising contracts less than $15,000 Dean of Firelands College|
|Affiliation agreements, except clinical affiliation agreements||Provost|
|Athletic events (game contracts, broadcast, etc.)||Contracts less than $50,000: Director of Intercollegiate Athletics or delegee|
|Clinical affiliation agreements||Provost or Deans of the Colleges|
|College credit plus program agreements||Provost or delegee|
|Commercialization agreements for university intellectual property not subject to the patent policy||VPREE|
|Commercialization agreements for university intellectual property that is subject to the patent policy||See paragraph (F) of this rule|
|NOTE: Commercialization agreements are with faculty-led start-up businesses|
|Construction contracts (new construction and alteration of existing facilities)||CFO (upon Board approval as required)|
|Consulting contracts where the university is purchasing consulting services.||Provost or CFO or Purchasing Department per CFO delegation|
|Consulting contracts where the university is providing consulting services or testing||Provost, CFO, or VPREE|
|Continuing education instructor/ non-credit instructor contracts||Deans of the Colleges|
|Copyright licensing or transfer||VPREE|
|Dining agreements, institutional||CFO or Delegee|
|Easements for highway or utility purposes||CFO|
|Employee benefit agreements||CFO|
|Employment actions (including appointments and contracts)||By type and subject to compliance with university budget control procedures:|
|Faculty - Deans of the Colleges (with tenure and promotion actions subject to Board of Trustees approval)|
|Administrative Staff assigned to the Colleges Deans of the Colleges|
|Administrative Staff Division Vice President/CDBO|
|Classified Staff CHRO|
|Vice Presidents See paragraph (F) of this rule|
|Enrollment management services contracts||Less than $100,000 -- Vice President for Enrollment Management and Student Outcomes|
|Equipment rental||CFO or delegee|
|Equipment rental for academic use||Deans of the Colleges|
|Equipment rental for student organizations||Less than $15,000 --AVPSA or delegee|
|$15,000 or more -- Provost|
|Events, conferences, off campus (facility rentals, transportation, catering etc.).||Alumni and Advancement VPUA|
|Academic or Student Affairs; Diversity and Belonging|
|Event costs $15,000 or more- Provost|
|Event costs less than $15,000 Deans of the Colleges (academic) AVPSA or delegee (student affairs) CDBO (diversity/belonging)|
|All others - CFO or delegee|
|Facility rentals (BGSU facility licensed to outside parties)||Facility Manager* or delegee|
|*Ice Arena, Field House, Rec Center, Stroh All other facilities should be rented through Conference and Event Services|
|NOTE: When rental involves a performing artist, defer to performing artist paragraph of this rule|
|Financial management, investment advisor contracts||Upon Board authorization, CFO|
|Financial obligation contracts (e.g., contracts related to issuance of debt.)||Upon Board authorization, CFO|
|Fire school||One Waiver and indemnification for Loan of Academy Equipment CFO|
|Two Memo of Understanding for use of equipment - CFO|
|Three Charter for Fire Training from Ohio Department of Public Safety - Provost|
|Four Training proposals/bids - Dean|
|Five Contract for use (destruction) of structure for fire training - CFO|
|Six Application for Burn Permit (EPA) - CFO|
|Seven Instructor Contracts - Dean|
|Eight Lease or Purchase of equipment (Not paid for with purchasing card/P-card.) - CFO or delegee.|
|Gift agreements or pledges||Vice President for University Advancement|
|Goods or services contracts through BGSU purchasing department||CFO or delegee|
|Grant agreements||VPREE or delegee|
|Grant proposal submissions||VPREE or Director, Office of Sponsored Programs and Research|
|Independent contractor agreements (speakers, individual providers of professional services not otherwise provided for)||Fee $15,000 or more Provost or CFO; Purchasing Department per CFO delegation|
|Fee less than $15,000|
|Dean, Executive Director, or AVP|
|Student Affairs AVPSA or delegee Diversity and Belonging CDBO|
|Firelands - Dean or delegee|
|CFO or delegee|
|Insurance contract renewals and/or changes||CFO or delegee|
|Insurance claim releases (university as releasor)||CFO or delegee|
|Labor agreements||See Paragraph (F) of this rule|
|Leases: capital or long-term lease of real property, space or equipment (university as lessor or lessee)||CFO|
|Library acquisitions||Dean of Libraries|
|Maintenance and service of equipment and physical plant||CFO or delegee, except:|
|For contracts to be paid from the Student Affairs budget, AVPSA or delegee. (AVPSA to notify CFO.)|
|Maintenance and repair of scientific/research/instructional equipment||Less than $15,000 Deans of the Colleges|
|$15,000 to $100,000 - Provost|
|$100,000 or more CFO|
|Material transfer agreements||VPREE or Director, Office of Technology Transfer and Services|
|Medical devices purchased by speech and hearing clinic for dispensing||Chair, Communications Sciences|
|Music commissioning and publication agreements||Less than $15,000 Dean of the College of Musical Arts|
|$15,000 or more Provost|
|Patent licensing or transfer; including licensing or transfer of rights for other discoveries or inventions||See paragraph (F) of this rule|
|Note: Licensing or transfer to a faculty-led start-up is by a commercialization agreement|
|Performing artist/promoter contracts||By venue and by type|
|Stroh Center or other Athletics facilities Director of Intercollegiate Athletics|
|College of Musical Arts venues Dean of the College of Musical Arts|
|Wolfe Center for the Performing Arts/School of Art venues Dean of the College of Arts and Sciences|
|Bowen-Thompson Student Union CFO|
|Student Activities AVPSA or delegee|
|Diversity and Belonging CDBO|
|Firelands Dean of Firelands College|
|Professional associations --institutional memberships||Academic memberships - Provost or delegee|
|All others Vice-President, CDBO, CFO or delegee|
|Real estate purchase or lease||CFO per Board Resolution currently in effect|
|Recreation and wellness (excluding capital improvements, maintenance, custodial, etc.) (for facility use see facility rentals||Contracts less than $50,000: Director of Intercollegiate Athletics or delegee|
|Research and sponsored projects||VPREE or Director, Office of Sponsored Programs and Research|
|Research compliance||VPREE or delegee|
|Residence hall license agreements with students/parents||AVPSA or delegee|
|Sale of surplus property||CFO or delegee|
|Service agreements other than consulting||CFO or delegee; Purchasing Department per CFO delegation|
|Software license agreements and all ITS related services||Less than $100,000 - Chief Information Officer|
|$100,000 or more - CFO|
|Technology transfer agreements for technology not subject to the patent policy||VPREE or Director, Office of Technology Transfer and Services|
|Other contracts and legal documents not otherwise provided for||Presidents written delegation; also see paragraph (D)(1) of this rule|
(F) Contracts requiring board involvement
The following types of contracts require reporting to or authorization or approval by the board of trustees.
|Contract Type||Signature Authority|
|Commercialization agreements for university intellectual property that is subject to the patent policy||President after reporting to Board of Trustees; after this reporting, President may delegate to VPREE|
|NOTE: Commercialization agreements are with faculty-led start-up businesses|
|Employment actions (including appointments and contracts)||Vice Presidents President (subject to Board of Trustees approval)|
|Labor agreements||President after receiving Board authorization|
|Patent licensing or transfer; including licensing or transfer of rights for other discoveries or inventions||President after reporting to Board of Trustees|
|Note: Licensing or transfer to a faculty-led start-up is by a commercialization agreement|
(G) General counsel review and approval
Contracts involving the following subjects must be reviewed and approved as to legal form by the office of general counsel. No contract of these types may be signed on behalf of the university unless it has first been approved as to legal form by the office of the general counsel and that approval is indicated on the face of the contract or otherwise signified in an auditable manner. Those purchases that are authorized for purchase on a p-card are not subject to this requirement.
(1) Contracts involving the sale or lease of real property;
(2) Contracts for which the total financial value is greater than one hundred thousand dollars;
(3) Contracts with a term greater than two years;
(4) Contracts for affiliation with other institutions or for foreign study;
(5) Contracts for insurance;
(6) Employment agreements providing for deferred compensation benefits other than those administered by human resources;
(7) Contracts involving patent, copyright, trademark, or other intellectual property ownership or licensing;
(8) Gift agreements; and
(9) Contracts containing clauses related to:
(a) Defense, indemnification, or hold harmless provisions
(b) Limiting the amount or types of liability of the other contracting party, its subcontractors, agents, or successors if the contract amount exceeds ten thousand dollars
(c) Establishing the choice of law, forum, or dispute resolution means (such as arbitration)
(d) Automatic renewal if the annual fee exceeds ten thousand dollars
(e) The university providing or requiring proof of insurance
(f) The acceptance of another partys risk or liability or requiring the university to provide a warranty
(g) Confidentiality, unless there is an exception for public records requests
(h) Sovereign immunity.
(H) General counsel review not required
Contracts in the following categories do not require general counsel review prior to execution if they satisfy the following requirements:
(1) Contracts that follow exactly a form which has been previously approved, as a form, by the office of general counsel (for example, a purchase order form to which no special language has been added, or categories of contracts which, in the general counsels written opinion, do not require legal review); and
(2) Contracts that the office of the general counsel has declined to approve but that are approved by either
(a) The president, or
(b) Any two vice presidents when they are satisfied that, as a matter of policy, signing the contract will be in the best interest of the university.
(1) AVP associate vice president
(2) AVPSA associate vice president for student affairs
(3) CDBO chief diversity and belonging officer
(4) CFO chief financial officer and vice president for finance and administration
(5) CHRO chief human resources officer
(6) Provost senior vice president for academic and student affairs and provost
(7) VPREE vice president for research and economic engagement
(8) VPUA vice president university advancement
(J) This university policy supersedes all previous university policies and communications concerning contract and signatory authority.
(K) Related policies (rules of the Administrative Code)
(1) 3341-1-02 "Code of ethics and conduct policy"
(2) 3341-6-38 "purchasing, sales, and disposal of university property and asset control"
(3) 3341-7-02 "copyright"
(4) 3341-7-03 "patent policy"
(5) 3341-7-06 "commercialization"
Last updated June 2, 2021 at 8:13 AM
Prior Effective Dates: 3/16/2015, 5/6/2015, 5/3/2016, 9/9/2016, 5/4/2018, 2/18/2019, 5/31/2021